A group of more than 120 former NTS shareholders are taking Gustav Witzoe's SalMar to court, alleging the salmon giant paid too little when it forcibly redeemed their shares earlier this year.
"Those of us who turned down both the voluntary and mandatory bids did so because the price was far too low. And we still mean that," said Odd Reidar Oie, the Norwegian investor leading the group.
Oie is a newspaper investor from Baerum who became a major owner in the Rorvik-based salmon company NTS and was also chairman of the company's board for a period.
The group has delivered a summons to Trondelag District Court to have a new price set for its shares and a larger settlement.
Dramatic tug of war
At the beginning of 2022, NTS owned all of the salmon breeder SalmoNor, as well as 68.1 percent of the producer Norway Royal Salmon (NTS) and 72 percent of the wellboat and services company Froy.
The owners of NTS were various families, primarily from the Rorvik area - but the largest owner was Helge Gaso from Froya. The various owners did not agree on the way forward, and in the fall of 2021 initiatives were launched to sell the company.
When acquiring listed companies, it is normal practice that as soon as the buyer secures control over 90 percent of the shares, the remaining shareholders are compulsorily redeemed and the shares are delisted.
The price the shareholders who are forced to redeem must be at least the same as in the mandatory and voluntary bids that resulted in the principal owner receiving more than 90 percent of the shares.
Shareholders who are compulsorily redeemed can demand that the court determine the correct price if they believe that real values differ from the price they are paid.
Around the turn of the year 2021/2022, what was to become a long-lasting public dispute began to play out through stock exchange announcements, press releases and various news stories.
Both Mowi and SalMar were among those battling to buy NTS - a process that ended with SalMar gaining control of 50 percent of the company.
It was unclear for a long time what Helge Gaso wanted, but when he agreed to sell his shares to SalMar, the salmon company gained control of 90 percent of the shares. SalMar then had the rest of the shareholders forcibly redeem their shares of stock, including Odd Reidar Oie and his family.
Share price drop - and worse offer
The voluntary offer from SalMar consisted of NOK 24 (€2/$2.20) in cash plus 0.143241 SalMar shares for each NTS share, which was equivalent to around NOK 120 (€10.20/$11.10) per NTS share at the time it was put forward – or NOK 15.1 billion (€1.3 billion/$1.4 billion) for NTS as a whole.
Oie and the family owned just over 5 percent of NTS, a shareholding, which at the time was worth around NOK 750 million (€63.7 million/$69.6 million).
Throughout 2022, the SalMar share fell significantly as a result of the proposed salmon tax, as well as speculation about how the NTS purchase was to be financed. At one point there was also speculation that SalMar would try to cancel the entire acquisition.
As a result of the share price drop in SalMar, the mandatory bid was reduced to NOK 75.48 (€6.40/$7) per share. That is almost 40 percent less than when the voluntary offer was put forward in February 2022.
Rejected an amicable solution
Oie and the former NTS shareholders have engaged the law firm Selmer, which has now filed the lawsuit. SalMar is using lawyers from Bahr in the process.
Guntvedt Holding, where Hans Martin Storo is chairman, is also involved in the process.
According to the message from Oie, the parties have tried to reach an "amicable solution", which SalMar is said to have rejected. The case has, therefore, been transferred to the court.
"The background is that the settlement sum did not reflect the real value in the company, and it is claimed in the summons that the law's requirements for "special reasons" for a new value determination have been met," said Oie.
In a response to IntraFish sister publication DN, SalMar said it has done everything by the book.
"Oie and the other shareholders who were redeemed have received the same remuneration as all the shareholders in NTS who accepted the offer from SalMar," said Runar Sivertsen SalMar's director of strategy.
"The redemption process is publicly managed, and Oslo Bors, as the offering authority, has checked and approved that the consideration for Oie and the other shareholders who were redeemed meets the requirements of the law."
The company NTS is history. SalMar gained control of 100 percent of Norway Royal Salmon, merging it with their existing operations. Also the salmon company SalmoNor in Trondelag, where NTS owned 100 percent, is now an integral part of SalMar.
Froy, which operates well boats and workboats for the salmon industry, was sold earlier this year to a fund managed by Goldman Sachs. The price was around NOK 6.6 billion (€560.9 million/$612.4 million) for the entire company, of which Salmar received around NOK 4.8 billion (€407.9 million/$445.4 million).